Tagged: Theft

The Law Is A Ass


Batman wasn’t always a thief.

Early in his history he wasn’t, because early in his career, Batman built the Batmobile. 2013-01-02_164926_Batmobil.jpg.phpHimself. Okay, Alfred and Robin helped. But Batman designed the car. He assembled it. He supplied the equipment. He installed the options. Batrays and Batchutes don’t exactly come factory-installed. He even knew what wheels to grease in order to get the thing declared street legal. (I mean wheels on the car, silly. I’m not suggesting that Batman would ever stoop to something as crass as bribery.)

Same was true of the Batcave, batcave-bigthe Batplane, the Batboat, the Batcycle, the Batcomputer, the Batcopter, the Batshield, the Batarang, and for those barbecues in the Batyard, the Batula. (Bruce was so fixed on his leitmotif, I don’t understand how Robin never got an inferiority complex from living with all the eponymous accoutrement day in and day out.) And, while we’re at it, Bruce also made the strange costumes of Batman, the amazing inventions of Batman, the Bat-signal, and everything else we marveled at in Batman Annual v1 #1. All those 1001 secrets of Batman and Robin? Batman built them all. All by his lonesome.

Of course back in the 40s, 50s, 60s, and even well into the 70s, Batman had to build them all himself. Bruce Wayne was an incredibly wealthy man who inherited a lot of money from his incredibly wealthy father. And he funded his war on crime himself. Bruce was so rich, he probably had enough in the Wayne Manor spare change jar.

Then in the late 70s, something changed. Batman got retconned so that he wasn’t just the rich son of a rich doctor. Starting with Batman v1 #307, Bruce Wayne was the head of Wayne Enterprises. He was a captain of industry. The latest scion of a long-standing family of incredibly rich industrialists that dated back to the 19th Century when Judge Solomon Wayne started up WayneCorp and used the money he earned to found Gotham City. Over the ensuing decades – through Alan Wayne, Kenneth Wayne, Patrick Wayne, Thomas Wayne, and up to Bruce Wayne – the family fortune never waned.

And WayneCorp became a multi-national conglomerate with subsidiaries such as Wayne Pharmaceutical, Wayne Mining, Wayne Weapons, Wayne Aviation, Wayne Airlines, Wayne Oil, Wayne Energy, Wayne Manufacturing, Wayne Botanical, Wayne Studios, Wayne Records, Wayne Stage, Wayne Television, Wayne Automotive, Wayne Electric, Wayne Retail, Wayne Industries, Wayne Medical, Wayne Electronics, Wayne Entertainment, Wayne Biotech, Wayne Aerospace, Wayne Chemicals, Wayne Shipping, Wayne Steel, Wayne Shipbuilding, Wayne Foods, and, most important of all, Wayne Technologies. (How’d they miss out on the dating service, Wayne Will I Find Love?) The only things about WayneCorp that changed were its fortunes – they got much bigger – and its name. In the 1980s, it became Wayne Enterprises.

When Batman’s history was retconned to include Wayne Enterprises, Batman didn’t have to build anything on his own anymore. He had a huge, multi-national conglomerate piggy bank he could raid whenever he wanted to. And he did want to. Frequently. Batman no longer needed to develop or build his equipment anymore. Wayne Technologies did it for him.

Problem was, Wayne Technologies didn’t know it was designing and building all those wonderful toys for Batman. After all, Bruce Wayne couldn’t exactly go to Wayne Technologies and say, “Hey can you build me a new car with armor plating, puncture resistant tires, a mobile crime lab. Oh yeah, and scalloped batwings for fenders?” Not without someone getting suspicious.

So Bruce started appropriating the discarded prototypes built for projects that fell through or that Wayne Technologies abandoned. Rather than have those prototypes gathering dust and cluttering up more garage space than Jay Leno’s http://www.nbc.com/jay-lenos-garage car collection; Bruce took them, retrofitted them, and adapted them to be used as Bat-whatevers.

The most prominent example of this was in the movie Batman Begins, where Bruce Wayne took the abandoned prototype for an army vehicle called the Tumbler and turned it into the Batmobile. He also used the prototype nomex armor developed by Wayne Enterprises for another abandoned project to build his bat costume. But it wasn’t just the movies, the Bruce Wayne of the comic books did the same thing, too.

And at that point, Batman was a thief. Every time Batman did this, he was embezzling.

See all those prototypes that Bruce Wayne converted into bat paraphernalia weren’t his. They were the property of Wayne Enterprises. As Wayne Enterprises was a corporation and not a sole proprietorship, Bruce Wayne didn’t own Wayne Enterprises; the shareholders did.

If Bruce Wayne were the sole shareholder of Wayne Enterprises, there would have been no problem. He would have been the only owner, so, in essence, would have been stealing from himself. But there was more than one other. Several Bat stories mentioned other shareholders including, but not limited, to Lucius Fox. So Batman was stealing from himself and the other shareholders.

Wayne Enterprises may have been a closely-held corporation with very few shareholders. And Bruce was probably the biggest shareholder. He may even have held 99.99 % of Wayne Enterprises. But the other shareholders still owned a fractional part of the company, including a fractional part of all the equipment Bruce appropriated for his own personal bat-use. Didn’t matter if the only purpose the property served was to sit around in warehouse gathering storage fees, the fractional owners had the right not to have that fraction taken.

As one of my law school professors used to say, “He who takes what isn’t hissen, must make good or go to prison.”

And when you’re the CEO of a large multi-national conglomerate who takes corporate property for your own personal use, you’re embezzling from the company and stealing from the shareholders. You’re also breaching your fiduciary duty to the shareholders, but that’s another topic for another day.

So first Batman wasn’t a thief. Then he was. Then, recently, he wasn’t again. But why he wasn’t again is part of that fiduciary duty discussion that’s another topic for another day.

Wow, Batman and a cliff-hanger. Guess I should close with, “Tune in next week! Same Bat-Time! Same Bat-Channel!” 

The Law Is A Ass


103241-100705Technically, we can’t call Batman a “white hat” hero. Even back in the 50s in his brightest days his hat – er cowl – was blue. But back then his actions were noble. He was and acted like a white hat hero, even if his headgear didn’t match.

Now, however, his hat is somewhere between dark gray and black. And his actions frequently trend even darker. Like in Catwoman # 29.

Now before you go further, I should issue a customary SPOILER WARNING, because I’m about to give away more than you could have wanted to know about the plot to Catwoman # 29, unless what you wanted to know was how it ended. If that’s what you want to know, then keep reading, because that’s what you’re about to get.

In this story Catwoman was attending a large black-tie publicity party being held by Taylor Pharmaceuticals. The purpose of said party was two-fold. The first was to celebrate the imminent launch of MR-40, a chemotherapy drug with minimal side effects that will revolutionize cancer treatment. The second was to celebrate the fact that WayneTech , which wanted in on the ground floor of MR-40, just purchased Taylor Pharm for 30 million dollars and the CEO was about to ride a golden parachute into the Caribbean sunset.

Now I have no problem with any of that; at least not in so far as it involved a legal problem. There was none. I do think 30 mill seemed a bit cheap for a big pharm company that was about to revolutionize cancer treatment. A few more zeroes to the left of the decimal point would seem the more likely asking price. In 2000, the Cleveland Indians, a team that wasn’t revolutionizing much of anything – including bringing an actual championship to Cleveland, sold for 320 million dollars. If a mere baseball team was worth 320 million in 2000 dollars, imagine what a big pharm company that was about to revolutionize cancer treatment would be worth in 2014 dollars? Were I the shareholders of Taylor Pharmaceuticals, I’d would have preferred that Taylor Pharm swallowed a poison pill rather than sell for chump change and would have wanted the heads of the Board of Trustees in a silver mortar.

But undervalued sale prices is not why we’re here. We’re here because of what happened next.

What happened next was that Catwoman used her cat burglar skills to break into the Taylor Pharm R&D department and steal the prototypes of MR-40 and something called ADR-17. Stealing prototype drugs was a little out of Catwoman’s usual M.O. Taking jewelry or art was more her usual line, but someone had hired her to get the MR-40 for him.

Everything was going smoothly until the lab’s security alarm went off as Catwoman was taking the vials of said prototype drugs and some poor schlub of a security guard confronted her with his gun drawn. Catwoman had been hired to steal the MR-40 and ARD-17 prototypes and deliver the MR-40 to her employer. Her employer told her to smash the vial of ARD-17, although he didn’t say how. So, as a distraction, Catwoman threw the ARD-17 at the guard. Who promptly turned into a New 52 version of the Incredible Hulk, except that he was flesh-colored and couldn’t even manage the vocabulary complexities of, “Hulk smash!”

The fight which ensued between Catwoman, the hulked-out guard and the other security guards who answered the alarm spilled out into the party. (Seriously, the Taylor Pharm party ballroom was on the same floor as the R & D labs? That didn’t seem like a security, and maybe even health, hazard to anyone?) Taylor security subdued the security guard with seven doses of a sedative then tried to capture Catwoman, but she made her escape by diving out of a window on the 27th floor.

Catwoman scampered off to deliver the MR-40 to her employer. Those of you who were wondering where and how Batman comes into this story will probably not be too surprised to learn that Batman was Catwoman’s employer. He hired her to steal the MR-40 as a distraction. Her real mission was to smash the vial of ADR-17, which was an experimental steroid offshoot of Venom. (No, not the Spider-Man villain but the DC super-steroid which powers up Bane. (No, not Mitt Romney’s company, but…) So that explains why when ADR-17 hit the security guard, he didn’t just grow like Topsy, he growed like Topsy on… Well, on steroids.

Anyway, Batman decided that a newer, more powerful version of Venom was too dangerous to exist. So while Catwoman was stealing the drugs and destroying the only physical sample of the steroid, Batman was wiping the formula and all of the ADR-17 research files off of the Taylor Pharmaceutical computers and servers.

Tomorrow, the new owner of Taylor Pharmaceuticals, Bruce Wayne, would reassign all the people working on ADR-17 to work on restoring MR-40 and, he hoped, no one would even notice that the experimental steroid was missing. Although given what happened to the security guard, someone is probably going to suspect something. But that’s why Batman also set off the security alarm, so that the guards would see a masked cat burglar stealing prototype drugs and assume she made off with both the MR-40 and the ADR-17, too.

Now I’m not a ruler-wielding nun in a parochial school, I don’t even play one on TV. But if I were, I’d probably tell Batman he needed a time out to think about what he had done.

What had he done? Well, he hired Catwoman to break into a research lab and steal the prototype of a valuable new chemotherapy drug, that’s what he’d done. And what laws did he break by these actions? You know my methods, apply them.

But to point you in the right direction, you might remember that Gotham City is supposed to be somewhere in New Jersey and start with the New Jersey statutes governing conspiracy, complicity (or aiding and abetting, as those of us who aren’t fancy-word-slinging state legislators call it), burglary, theft, and assault. That should be enough to let you hit the ground running.

I’m not concerned with the crimes Batman committed, however. I’m more concerned that in order to stop development on a new steroid, a potentially dangerous new steroid I admit, he interfered with the development of a new chemotherapy drug for the treatment of cancer. Even if Batman’s actions only delay the development of said drug by, say, a week, that’s one week later that said drug will come onto the market. And, because we’re talking about a drug designed to fight and control the spread of cancer, even one week could mean that several people might die, who would not have died if said drug had been delivered to the market one week earlier.

Batman, or Bruce Wayne but for our purposes what’s the difference, was about to take over Taylor Pharmaceuticals. He could have ordered all work on ADR-17 to stop. He could have ordered that all files on ARD-17 be destroyed. He could have….

Well, he could have done lots of things. Surely there were other ways that Batman could have arranged for work on ADR-17 to stop without potentially endangering the lives of untold cancer patients.

Batman’s actions were callous, uncaring and, frankly, mean. And, in this case, I’m not sure that the ends – destroying ADR-17 – justified the mean.